Board designee Nathan Lane exits National CineMedia (NCMI); Blantyre to name replacement

Rhea-AI Filing Summary

National CineMedia, Inc. reported that on September 26, 2025, Nathan “Tripp” Lane submitted his resignation from the company’s Board of Directors and all related committees. He will step down effective immediately before the Board approves a replacement nominee to be designated by Blantyre Capital Limited under an existing Director Designation Agreement dated August 7, 2023.

The company states that Mr. Lane’s resignation did not result from any disagreement with National CineMedia. Under the designation rights in that agreement, Blantyre Capital may name a replacement director, and the Board expects to appoint Blantyre Capital’s designee, provided the Board determines in good faith, after consulting outside legal counsel, that doing so would not breach its fiduciary duties or applicable law.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2025

National CineMedia, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-33296	20-5665602
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
6300 S. Syracuse Way, Suite 300
Centennial, Colorado				80111
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (303) 792-3600

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		NCMI		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 26, 2025, Nathan “Tripp” Lane delivered notice to National CineMedia, Inc. (“NCM, Inc.” or “the Company”) of his resignation from the Company’s Board of Directors (the “Board”) and all committees of the Board of which he is a member, effective immediately prior to the Board’s approval of a replacement nominee to be designated by Blantyre Capital Limited (“Blantyre Capital”) in accordance with the Director Designation Agreement (the “Designation Agreement”), dated August 7, 2023, between the Company, the Consenting Creditor Designation Committee (as defined in the Designation Agreement) and Blantyre Capital.

Mr. Lane’s resignation did not result from any disagreement with the Company. Mr. Lane was designated to the Board by Blantyre Capital pursuant to the Designation Agreement. Pursuant to the terms of the Designation Agreement, Blantyre Capital has the right to designate a replacement following Mr. Lane’s resignation. The Company expects to appoint Blantyre Capital’s designee, subject to the determination of the Board in good faith, after consultation with outside legal counsel, that such action would not constitute a breach of its fiduciary duties or applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NATIONAL CINEMEDIA, INC.
Date:	September 29, 2025	By:	/s/ Ronnie Y. Ng
			Ronnie Y. Ng Chief Financial Officer

FAQ

What board change did National CineMedia (NCMI) disclose in this 8-K?

National CineMedia, Inc. disclosed that Nathan “Tripp” Lane has resigned from its Board of Directors and all Board committees of which he was a member, effective immediately prior to the Board’s approval of a replacement nominee.

Did Nathan “Tripp” Lane resign from NCMI’s board due to a disagreement with the company?

No. The company states that Mr. Lane’s resignation did not result from any disagreement with National CineMedia, Inc.

Who has the right to designate a replacement director after Nathan Lane’s resignation from NCMI?

Under the Director Designation Agreement dated August 7, 2023, Blantyre Capital Limited has the right to designate a replacement director following Mr. Lane’s resignation.

How will National CineMedia’s board handle the appointment of Blantyre Capital’s replacement nominee?

The company expects to appoint Blantyre Capital’s designee, subject to the Board’s good-faith determination, after consultation with outside legal counsel, that such appointment would not breach the Board’s fiduciary duties or applicable law.

What agreement governs Blantyre Capital’s right to designate directors at National CineMedia (NCMI)?

Blantyre Capital’s designation rights are set out in the Director Designation Agreement dated August 7, 2023, among the company, the Consenting Creditor Designation Committee and Blantyre Capital.

Who signed this National CineMedia (NCMI) 8-K on behalf of the company?

The report was signed on behalf of National CineMedia, Inc. by Ronnie Y. Ng, who is identified as the company’s Chief Financial Officer.